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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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MIDDLEBY Corp (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
596278101 (CUSIP Number) |
GI SPV I L.P. 73 Arch Street, 2nd Floor, Greenwich, CT, 06830 203-223-9001 Russell L. Leaf, Esq. Willkie Farr & Gallagher LLP, 787 Seventh Ave. New York, NY, 10019 (212) 728-8000 Jared N. Fertman, Esq. Willkie Farr & Gallagher LLP, 787 Seventh Ave. New York, NY, 10019 (212) 728-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/06/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 596278101 |
| 1 |
Name of reporting person
GI SPV I L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,379,737.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.71 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 596278101 |
| 1 |
Name of reporting person
GI SPV I GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,379,737.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.71 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 596278101 |
| 1 |
Name of reporting person
Garden Investment Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,379,737.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.71 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 596278101 |
| 1 |
Name of reporting person
Garden Investment Management GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,379,737.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.71 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 596278101 |
| 1 |
Name of reporting person
Edward P. Garden | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,379,737.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.71 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
MIDDLEBY Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
1400 Toastmaster Drive, Elgin,
ILLINOIS
, 60120. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") relates to shares of common stock, par value $0.01 per share (the "Common Stock"), of The Middleby Corporation (the "Issuer") and amends the initial statement on Schedule 13D filed with the Securities and Exchange Commission on May 16, 2025 (the "Schedule 13D"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
The Schedule 13D is hereby amended as set forth in this Amendment No. 1. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended as follows:
Since the filing of the Schedule 13D, the Reporting Persons have purchased 239,903 shares of Common Stock for an aggregate purchase price of $35,283,797.73 (including brokerage commissions and transaction costs). The source of funding for such transactions was the investment capital of the Reporting Persons (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended as follows:
On January 6, 2026, GIM entered into an amendment to the Cooperation Agreement with the Issuer (the "Cooperation Agreement Amendment"), pursuant to which and subject to the terms set forth therein (i) the Issuer agreed to include Edward P. Garden in the Issuer's slate of director nominees for its 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting") and to recommend, support and solicit proxies for the election of Mr. Garden at the 2026 Annual Meeting, (ii) the Standstill Period (as defined in the Cooperation Agreement) was extended until the earlier of Mr. Garden ceasing to serve on the Board or 45 days prior to the advance notice deadline for the Company's 2027 annual meeting of stockholders, and (iii) GIM's voting commitments under the Cooperation Agreement were extended to the 2026 Annual Meeting or, if applicable, any other meeting or action by written consent of stockholders solicited by the Company or any third party during the Standstill Period.
The foregoing description of the Cooperation Agreement Amendment does not purport to be complete and is qualified in its entirety by the full text of the Cooperation Agreement Amendment, a copy of which is filed as Exhibit 99.6 hereto and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) and (b) The percentages in this Item 5 and in other provisions of this Amendment No. 1 relating to beneficial ownership of Common Stock are based on 50,371,250 shares of Common Stock outstanding as of November 3, 2025, as reported by the Issuer in its Form 10-Q filed on November 6, 2025. | |
| (b) | The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Amendment No. 1 are incorporated by reference.
Each of (i) GSI GP, as the general partner of GSI, (ii) GIM GP, as the general partner of GIM, (iii) GIM, as the investment manager of GSI, and (iv) Mr. Garden, as the managing member of GSI GP and sole member of GIM GP, by virtue of its or his relationship to GSI may be deemed to indirectly beneficially own the shares of Common Stock directly beneficially owned by GSI. Each of GSI GP, GIM GP, GIM and Mr. Garden disclaims beneficial ownership of such securities of the Issuer for all other purposes. | |
| (c) | The transactions in the Common Stock effected during the past 60 days by the Reporting Persons are set forth on Schedule 1 attached hereto. | |
| (d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended as follows:
On January 6, 2026, GIM and the Issuer entered into the Cooperation Agreement Amendment, as defined and described in Item 4 of this Amendment No. 1, which is filed as Exhibit 99.6 hereto and incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented with the addition of the following:
99.6 Cooperation Agreement Amendment, dated as of January 6, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 6, 2026)
99.7 Schedule 1 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit 99.7
SCHEDULE 1
Transactions in the Common Stock effected during the past 60 days by the Reporting Persons
The following table sets forth all transactions in the Common Stock effected during the past 60 days by the Reporting Persons. Except as noted below, all such transactions were effected by the Reporting Person in the open market through brokers, and the price per share does not include brokerage commissions and transaction costs.
| Name of Reporting Person | Date of Transaction | Shares Purchased (Sold) | Price Per Share1 | Price Range | ||||||||
| GI SPV I L.P. | 12/11/2025 | 10,138 | $ | 143.57 | $142.92 to $143.91 | |||||||
| GI SPV I L.P. | 12/11/2025 | 24,732 | $ | 144.46 | $143.92 to $144.89 | |||||||
| GI SPV I L.P. | 12/11/2025 | 1,346 | $ | 144.96 | $144.94 to $145.00 | |||||||
| GI SPV I L.P. | 12/11/2025 | 8,109 | $ | 145.99 | $145.96 to $146.00 | |||||||
| GI SPV I L.P. | 12/12/2025 | 28,089 | $ | 146.33 | $145.76 to $146.75 | |||||||
| GI SPV I L.P. | 12/12/2025 | 15,749 | $ | 146.89 | $146.76 to $147.00 | |||||||
| GI SPV I L.P. | 12/15/2025 | 14,740 | $ | 146.92 | $146.46 to $147.00 | |||||||
| 1 | This transaction price represents the weighted-average price of the shares transacted within the specified price range. Upon request by the staff of the Securities and Exchange Commission, the Reporting Persons will provide full information regarding the number of shares transacted at each separate price within the range set forth in this Amendment No. 1. |